Note

FORM OF TEMPORARY GLOBAL FIXED RATE BEARER NOTE Temporary Global Fixed Rate Bearer Note GENERAL ELECTRIC CAPITAL CORPORATION

Exhibit 4(k)
 
FORM OF TEMPORARY GLOBAL FIXED RATE BEARER NOTE
Temporary Global Fixed Rate Bearer Note
 
GENERAL ELECTRIC CAPITAL CORPORATION
 
BEARER    BEARER  
No. TGFX    [             ]1
     [             ]2
 
THIS SECURITY IS A TEMPORARY GLOBAL BEARER NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE, WITHOUT COUPONS, REPRESENTING (AND EXCHANGEABLE FOR) DEFINITIVE BEARER NOTES OR IF SO PROVIDED HEREIN REGISTERED NOTES. IF SO PROVIDED HEREIN, THIS GLOBAL NOTE MAY ALSO BE EXCHANGED DIRECTLY FOR DEFINITIVE BEARER NOTES OR DEFINITIVE REGISTERED NOTES. THE RIGHTS ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE FISCAL AGENCY AGREEMENT (AS DEFINED HEREIN).
 
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE.
 
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A PERMANENT GLOBAL BEARER NOTE OR FOR DEFINITIVE NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
 

1 Insert Principal Amount.
2 Insert Optional Payment Amount if the Note has a dual-currency feature.
GENERAL ELECTRIC CAPITAL CORPORATION
EURO MEDIUM-TERM NOTE
(Fixed Rate)
 
SERIES:
 
ISIN:   DETERMINATION DATES:3   OPTIONAL PAYMENT CURRENCY:   IF THIS NOTE IS EXCHANGEABLE DIRECTLY FOR DEFINITIVE NOTES, INDICATE FORM(S) OF DEFINITIVE NOTES:
COMMON
CODE:
  INTEREST COMMENCEMENT DATE:4   OPTION ELECTION DATES:    
ORIGINAL ISSUE DATE:   ISSUER OPTIONAL REDEMPTION DATE:   DESIGNATED EXCHANGE RATE:   DENOMINATIONS OF DEFINITIVE NOTES (if not as set forth herein):
MATURITY DATE:   NOTEHOLDER OPTIONAL REDEMPTION DATE:   CURRENCY BASE RATE:   DENOMINATIONS:
PRINCIPAL AMOUNT IN SPECIFIED CURRENCY:   OPTIONAL REPAYMENT:   DETERMINATION AGENT:   REDENOMINATION:
INTEREST RATE:   OPTIONAL REPAYMENT DATE(S):  
INITIAL MATURITY DATE:
 
ELECTION DATE
 
DAY COUNT FRACTION:
[    ] 30/3605
[    ] Actual/Actual (ISMA)6
[    ] (Other)
INTEREST PAYMENT PERIOD:   SPECIFIED (FACE AMOUNT) CURRENCY:   FINAL MATURITY DATE:   LISTING:
FIXED INTEREST PAYMENT DATE(S):   OPTION VALUE CALCULATION AGENT:  
AVAILABILITY OF
REGISTERED NOTES:
  TAX REDEMPTION DATE:
           
RANKING:
[    ] Senior
[    ] Subordinated
 
General Electric Capital Corporation (together with its successors and assigns, the “Company”), for value received, hereby promises to pay to each of Euroclear Bank, S.A./N.V., as operator of the Euroclear System (the “Euroclear Operator”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), or any other recognized or agreed clearing system, with respect to that portion of this Note held for its account, the principal sum (or Face Amount, if the Note has a dual-currency or index feature) specified in Schedule A-1 hereto, on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) or in accordance with the Amortization Schedule set out in Schedule A-2 hereto and to pay interest thereon at the Interest Rate per annum specified above from the Original Issue Date specified above until the principal hereof is paid or duly made available for payment (except as provided below), in arrears monthly, quarterly, semiannually or annually as specified above as the Interest Payment Period on each Fixed Interest Payment Date (as specified above), commencing with the first Fixed Interest Payment Date next succeeding the Original Issue Date specified above, and on the Maturity Date (or any other redemption or repayment date specified above).
 
Interest on this Note will accrue from the most recent Fixed Interest Payment Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the Original Issue Date, until the
 

3 Only applicable if fixed Day Count Fraction is Act/Act (ISMA)
4 Only applicable if fixed Day Count Fraction is Act/Act (ISMA)
5 Fixed Rate U.S. Dollar denominated Notes
6 Fixed Rate Notes in all currencies other than U.S. Dollars
 
2
principal hereof has been paid or duly made available for payment, in each case, upon Certification. Upon the payment of interest on this Note, the Fiscal and Paying Agent (as defined below) shall cause Schedule A-1 of this Note to be endorsed to reflect such payment of interest and the amount of interest so paid shall be noted. No payments on this Note will be made at any office or agency maintained by the Company in the United States for the payment of principal of, premium, if any, and interest, if any, on this Note, nor will any such payment be made by mail to an address in the United States or by transfer to an account maintained by the holder of this Note with a bank in the United States. Notwithstanding the foregoing, if this Note is payable in U.S. dollars and if payment in U.S. dollars of the full amount payable on this Note at the offices of all paying agencies outside the United States would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a paying agency in the United States, if such paying agency, under applicable law and regulations, would be able to make such payment. Prior to the Exchange Date, payments of interest, if any, on this Note will be made only to the extent of, and upon, Certification. After the Exchange Date, the holder of this Note will not be entitled to receive any payment of principal or interest hereon.
 
This Note is issued in bearer form and represents a portion of a duly authorized issue of Euro Medium-Term Notes of the Series specified above, issued under a seventh amended and restated fiscal and paying agency agreement, dated as of July 1, 2005, among General Electric Capital Corporation, GE Capital Australia Funding Pty. Ltd., GE Capital Canada Funding Company, GE Capital European Funding, GE Capital UK Funding and JPMorgan Chase Bank, N.A., as fiscal agent and as principal paying agent (in such capacities, the “Fiscal and Paying Agent”) and J.P. Morgan Bank Luxembourg S.A., as initial registrar and Luxembourg transfer agent (as amended and supplemented from time to time, the “Fiscal Agency Agreement”). The Notes are issuable in bearer form (the “Bearer Notes”), with interest coupons attached (except in the case of Bearer Notes in global form), and (if so provided above) are also issuable in fully registered form, without coupons (the “Registered Notes” and, together with the Bearer Notes, the “Notes”). Definitive Bearer Notes, with interest coupons attached, are issuable in such denominations of the Specified Currency as are indicated on the face hereof and definitive Registered Notes (if any) are issuable in such denominations of the Specified Currency as are indicated on the face hereof.
 
Except as otherwise provided herein, this Note is governed by the terms and conditions of the Permanent Global Fixed Rate Bearer Note (the “Permanent Global Fixed Rate Bearer Note”) (or if so specified above, the definitive Fixed Rate Bearer Notes or definitive Fixed Rate Registered Notes) to be issued in exchange for this Note, which terms and conditions are hereby incorporated by reference herein mutatismutandis and shall be binding on the Company and the holder hereof as if fully set forth herein.
 
This Note is exchangeable in whole or from time to time in part for (i) an interest (equal to the principal amount of the Bearer Notes being exchanged theretofore represented by this Note) in a single Permanent Global Fixed Rate Bearer Note or (ii) if so specified above, an equal principal amount of definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes upon request of the Euroclear Operator or Clearstream, Luxembourg, acting on behalf of the owner of a beneficial interest in the Note, to the Fiscal and Paying Agent only on or after the Exchange Date upon Certification to the effect that the Notes to be issued upon such exchange are not being acquired by or on behalf of a United States person or, if a United States person has a beneficial interest in the Notes, that such person is (i) a Qualifying Foreign Branch purchasing for its own account or for resale, (ii) a United States person who acquires the Notes through a Qualifying Foreign Branch and who holds the obligation through such financial institution on the date of Certification, or (iii) a financial institution who acquires the Notes for purposes of resale during the Restricted Period other than for purposes of resale directly or indirectly to a United States person or to a person within the United States. Upon exchange of any portion of this Note for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes), the Fiscal and Paying Agent shall cause Schedule A-1 of this Note to be endorsed to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount being so exchanged. Except as otherwise provided herein, until exchanged for a Permanent Global Fixed Rate Bearer Note (or definitive Fixed Rate Bearer Notes and/or definitive Fixed Rate Registered Notes), this Note shall in all respects be entitled to the same benefits under the Fiscal Agency Agreement as a duly authenticated and delivered definitive Note.
 
3
If this Note is subject to a tax redemption or if all or any portion of the principal hereof is accelerated, each as described in the Fiscal Agency Agreement, payment of the amount due upon any such redemption or acceleration shall be subject to receipt of Certification.
 
Unless the certificate of authentication hereon has been executed by the Fiscal and Paying Agent by manual signature, this Note shall not be entitled to any benefit under the Fiscal Agency Agreement or be valid or obligatory for any purpose.
 
As used herein:
 
(a) In the case of Notes denominated in U.S. Dollars “30/360” means the number of days in the period from and including the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to but excluding the relevant payment date (such number of days being calculated on the basis of 12 30-day months) divided by 360;
 
(b) In the case of Notes denominated in a currency other than U.S. Dollars “Actual/Actual (ISMA)” means:
 
(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Fixed Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the “Calculation Period”) is equal to or shorter than the Determination Period (as defined below) during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (1) the number of days in such Determination Period and (2) the number of determination dates (each, a “Determination Date”) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or
 
(ii) in the case of Notes where the Calculation Period is longer than the Determination Period during which the Calculation Period ends, the sum of:
 
(A) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms or Securities Note (as the case may be)) that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; and
 
(B) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year;
 
(c) the term “Certification” means a certificate substantially in the form of Exhibit B-2 hereto delivered by the Euroclear Operator or Clearstream, Luxembourg, as the case may be, which certificate is based on a certificate substantially in the form of Exhibit B-1 hereto provided to it by its account holders;
 
(d) “Determination Period” means the period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Fixed Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);
 
(e) the term “Qualifying Foreign Branch” means a branch of a United States financial institution, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv), located outside the United States that is purchasing for its own account or for resale and that has agreed, as a condition of purchase, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended and the regulations thereunder;
 
4
(f) the term “Restricted Period” with respect to each issuance means the period which begins on the earlier of the date on which the Company receives the proceeds of the sale of this Note with respect to its issuance or the first date on which this Note is offered to persons other than the Dealers, and which ends 40 days after the date on which the Company receives the proceeds of the sale of this Note; provided that if this Note is held as part of an unsold allotment or subscription, any offer or sale of this Note shall be deemed to be during the Restricted Period;
 
(g) the term “United States” means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction;
 
(h) the term “United States person” means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) a trust if a court in the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; and
 
(i) all other terms used in this Note which are defined in the Fiscal Agency Agreement and not otherwise defined herein shall have the meanings assigned to them in the Fiscal Agency Agreement.
 
5
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.
 
DATED:       GENERAL ELECTRIC CAPITAL CORPORATION
[SEAL]      
By:
 
 

       
Name:
   
       
Title:
 
Authorized Signatory
Attest:            
By:  
 

       
Name:            
Title:  
Authorized Signatory
       
 
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned Fiscal Agency Agreement.
JPMORGAN CHASE BANK, N.A.
as Fiscal and Paying Agent
By:
 
 

    Authorized Officer
 
6
SCHEDULE A-1
 
SCHEDULE OF EXCHANGES
 
The Initial Principal Amount of this Note is             . The following payments of interest and exchanges of a part of this Note for an interest in a single Permanent Global Fixed Rate Bearer Note (or if so specified above, for definitive Notes) have been made:
 
Date of Exchange or
Interest Payment

   Payment of
Interest


   Principal (Face)7
Amount Exchanged
for Permanent Global
Bearer Notes or
Definitive Notes


   Remaining Principal
(Face)5Amount
Outstanding Following
Such Exchange


   Notation made by or
on behalf of Fiscal and
Paying Agent


 

7 To be used instead of "Principal" if the Note has a dual-currency or index feature.
SCHEDULE A-2
 
AMORTIZATION SCHEDULE
 
[INSERT IF APPLICABLE] / [NOT APPLICABLE]
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]
 
EXHIBIT B-1
 
CERTIFICATE
 
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No.     .
 
This is to certify that as of the date hereof, and except as set forth below, the above-captioned Notes held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income taxation regardless of its source, or a trust in which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person, (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Notes is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
 
As used herein, “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.
 
We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Notes held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.
 
This certification excepts and does not relate to [Currency] [Amount] of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.
EXHIBIT B-1
 
Page 2
 
We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.
 
Dated:                     , 20
 
[To be dated no earlier than the 10th day before
[insert date of Fixed Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]]
 
[Name of Account Holder]
By:  
 

    (Authorized Signatory)
Name:    
Title:    
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR AND CLEARSTREAM, LUXEMBOURG]
 
EXHIBIT B-2
 
CERTIFICATE
 
General Electric Capital Corporation
Euro Medium-Term Notes
Represented by Temporary Global Note No.     .
 
This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially to the effect set forth in Exhibit B-1 to the Fiscal and Paying Agency Agreement, as of the date hereof, [Currency] [Amount] principal amount of the above-captioned Notes (i) is owned by persons that are not citizens or residents of the United States, corporations, partnerships or other entities created or organized in or under the laws of the United States or any political subdivision thereof, estates whose income is subject to United States federal income taxation regardless of its source, or a trust in which a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person (“United States person(s)”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.
 
As used herein, “United States” means the United States of America (including the States and the District of Columbia) and its “possessions” including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.
 
We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Note excepted as set forth herein and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.
EXHIBIT B-2
 
Page 2
 
We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to produce this certification to any interested party in such proceedings.
 
Dated:                     , 20
[To be dated no earlier than
[insert date of Fixed Interest Payment Date prior to Exchange Date]
[insert date of redemption or acceleration prior to Exchange Date]
[insert Exchange Date]
 
[EUROCLEAR BANK, S.A./N.V,
    as Operator of the Euroclear System]
[CLEARSTREAM BANKING, SOCIÉTÉ ANONYME]
[OTHER CLEARANCE SYSTEM]
By: